Common use of Authorized Capital Stock Clause in Contracts

Authorized Capital Stock. The authorized capital stock of the Company consists of (i) 30,000,000 shares of Common Stock and (ii) 5,000,000 shares of preferred stock, of which 4,250,000 shares have been designated Series B Preferred Stock. 8,894,426 shares of Common Stock are validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 shares of Common Stock are reserved for issuance upon exercise of outstanding options and warrants, and another 793,777 shares have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall have been issued. The shareholders of record, and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are as set forth on Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securities. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Articles of Incorporation, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04, (i) no Person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stock. Except as provided for in the Articles of Incorporation or as set forth in the attached Schedule 2.04, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on Schedule 2.04 and in the Series B Certificate, or as expressly contemplated by the terms of this Agreement, there are no voting trusts or agreements, shareholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company whether or not the Company is a party thereto. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws.

Authorized Capital Stock. (a) The Company’s authorized capital stock of the Company consists of (i) 30,000,000 8,212,500 shares of Common Stock and Preferred Stock, par value $0.0001 per share (ii) 5,000,000 shares of preferred stockthe “Preferred Stock”), of which 4,250,000 112,500 shares have been designated Series B 1 Preferred Stock; 2,000,000 shares have been designated Series A Preferred Stock; 4,100,000 shares have been designated Series B-1 Preferred Stock; 2,000,000 shares have been designated Series B-2 Preferred Stock and 50,000,000 shares of Common Stock. 8,894,426 Immediately prior to the Initial Closing, 4,219,781 shares of Common Stock, 112,500 shares of Series 1 Preferred Stock and [1,863,128] shares of Series A Preferred Stock will be validly issued and outstanding and will be fully paid and nonassessable. In addition, immediately prior to the applicable Closing, not more than 114,908 shares of Common Stock are validly issued and outstandingwill be reserved for issuance upon conversion of Series 1 Preferred Stock, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 not more than 1,863,128 shares of Common Stock are will be reserved for issuance upon conversion of Series A Preferred Stock and not more than 1,489,564 shares of Common Stock will be reserved for issuance upon exercise of outstanding options and warrantsoptions, and another 793,777 shares have been reserved warrants or other securities exchangeable for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall have been issuedor convertible into Common Stock. The shareholders stockholders of record, record and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, each are as set forth on in Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securities2.5 hereto. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of the Company’s authorized capital stock of the Company are as set forth in the Articles of IncorporationCharter, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04, 2.5 hereto: (i) no Person owns of record or is known to the Company to beneficially own beneficially any share of Common Stockthe Company’s capital stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, outstanding and (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt exchangeable securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no optionsasset, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which other than the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause Warrants to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stockissued hereunder. Except as provided for in the Articles of Incorporation Charter or as set forth in the attached Schedule 2.042.5 hereto, the Company has no obligation (contingent or other) to purchase, redeem repurchase, redeem, retire or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on in Schedule 2.04 2.5 hereto or as may be provided under the terms of the Warrants to be issued hereunder, no stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities of the Company or rights to purchase equity securities of the Company provides for acceleration or other changes in the Series B Certificatevesting provisions or other terms of such securities, as the result of any merger, sale of stock or assets, change in control or other similar transaction by the Company. Except for the Investors Rights Agreement (as defined in Section 6.19 hereof), the Co-Sale and First Refusal Agreement (as defined in Section 6.19 hereof), the Charter and the Voting Agreement (as defined in Section 6.19 hereof), or as expressly otherwise contemplated by the terms of this Agreementherein, there are no voting trusts or agreements, shareholders' stockholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive or other purchase rights or other similar rights or proxies relating to any securities of the Company whether Company’s securities, or agreements relating to the issuance, sale, redemption, transfer or other disposition of the Company’s securities. The Conversion Shares (assuming that all of the Preferred Shares are issued at the Closing other than the additional 2,500,000 shares that may be issued if a majority in interest of the then holders of Series B Preferred Stock so approve in their sole discretion) shall constitute, at the time of the Initial Closing, not less than 23% of the Company is Company’s outstanding capital stock, calculated on a party theretoFully-Diluted Basis (as defined in Section 6.19 hereof). All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws.

Authorized Capital Stock. The authorized capital stock of the ------------------------ Company consists of (i) 30,000,000 shares of Common Stock and (ii) 5,000,000 shares of preferred stock, of which 4,250,000 shares have been designated Series B Preferred Stock (Series B Preferred Stock) and of which 500,000 shares have been designated Series C Preferred Stock. 8,894,426 shares of Common Stock are validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 4,674,854 shares of Common Stock are reserved for issuance upon exercise of outstanding options and warrants, and another 793,777 888,800 shares have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, 4,250,000 shares Series B Preferred Stock have been issued and no Series B C Shares shall have been issued. The shareholders of record, and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are as set forth on Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securities. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Articles of Incorporation, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04Annual Report, including the financial statements made a part thereof, (i) no Person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stock. Except as provided for in the Articles of Incorporation or as set forth in the attached Schedule 2.04Annual Report, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on Schedule 2.04 and in the Series B CertificateAnnual Report, or as expressly contemplated by the terms of this Agreement, there are no voting trusts or agreements, shareholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company whether or not the Company is a party thereto. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws.

Authorized Capital Stock. (a) The Company’s authorized capital stock of the Company consists of (i) 30,000,000 shares of Common Stock and (ii) 5,000,000 10 million shares of preferred stock, par value $.0001 per share (the “Preferred Stock”), of which 4,250,000 280,000 shares have been designated Series B A-1 Preferred Stock, 280,000 shares have been designated Series A-2 Preferred Stock, 133,334 shares have been designated Series A-3 Preferred Stock and 120 million shares of Common Stock. 8,894,426 Immediately after the Closing, the number of shares of Preferred Stock and the number shares of Common Stock are set forth on Schedule 2.05(a) will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching nonassessable. In addition, immediately prior to the ownership thereofFirst Closing, 3,893,604 81,544,004 shares of Common Stock are will be reserved for issuance upon conversion of the Preferred Stock Conversion Shares and exercise of outstanding options and warrantsoptions, and another 793,777 warrants or other securities exchangeable for or convertible into Common Stock. No shares have been reserved for issuance under are held in the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall have been issuedCompany’s treasury. The shareholders stockholders of record, record and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, each are as set forth on in Schedule 2.04. Schedule 2.04 also identifies, to 2.05(a) hereto as of the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securitiesdate indicated therein. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of the Company’s authorized capital stock of the Company stock, are as set forth in the Articles of IncorporationCharter, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04, 2.05(a) hereto: (i) no Person owns of record or is known to the Company to own beneficially any share of Common Stockthe Company’s capital stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities or equity related securities of the Company is authorized or outstanding, outstanding and (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt exchangeable securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stockasset. Except as provided for in the Articles of Incorporation or as set forth in the attached Schedule 2.042.05(a) hereto, the Company has no obligation (contingent or other) to purchase, redeem repurchase, redeem, retire or otherwise acquire any of its equity securities or equity related securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on in Schedule 2.04 2.05(a), no stock plan, stock purchase plan, stock option or other agreement or understanding between the Company and any holder of any equity securities of the Company or rights to purchase equity securities of the Company provides for acceleration or other changes in the Series B Certificatevesting provisions or other terms of such securities, as the result of any merger, sale of stock or as expressly contemplated assets, change in control or other similar transaction by the terms of Company. Other than as set forth in this Agreement, to the Company’s knowledge, there are no voting trusts or agreements, shareholders' stockholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or other similar rights or proxies relating to any securities of the Company whether Company’s securities, or not agreements relating to the Company is a party theretoissuance, sale, redemption, transfer or other disposition of the Company’s securities. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws.

Authorized Capital Stock. (a) The authorized capital stock of the Company consists of (i) 30,000,000 3,400,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), all of which have been designated Series A Preferred Stock, and (ii) 11,100,000 shares of Common Stock. Immediately prior to the Closing, 2,000,000 shares of Common Stock and (ii) 5,000,000 no shares of preferred stockSeries A Preferred Stock were issued and outstanding. As of the date hereof, (a) an aggregate of which 4,250,000 shares have been designated Series B Preferred Stock. 8,894,426 3,400,000 shares of Common Stock are validly issued is reserved for issuance and outstandingis issuable upon the conversion of authorized shares of the Series A Preferred Stock, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 (b) an aggregate of 1,072,580 shares of Common Stock are reserved for issuance and are issuable upon the exercise of outstanding options and warrantsthe Warrants, and another 793,777 (c) an aggregate of 1,250,000 shares have been of Common Stock is reserved for issuance under the 1994 Long-Term Incentive and Company’s 2005 Stock Option Plan and (d) an aggregate of 583,571 shares of Common Stock are reserved for issuance and issuable upon the 1996 Directors' Stock Option Planexercise of warrants and/or stock options issued to certain employees and consultants of the Company in connection with the execution, delivery and no Series B Shares shall have been issuedperformance of this Agreement. The shareholders Immediately prior to the Closing, the stockholders of record, record and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are as set forth on in the attached Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securities. V. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Articles Charter, a copy of Incorporationwhich is attached as Exhibit F, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04V, (i) no Person person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, outstanding and (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stockasset. Except as provided for in the Articles of Incorporation Charter or as set forth in the attached Schedule 2.04V, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on Schedule 2.04 for this Agreement and in the Series B CertificateStockholders Agreement, or as expressly contemplated by to the terms best of this Agreementthe Company’s knowledge, there are no voting trusts or agreements, shareholders' stockholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company (whether or not the Company is a party thereto). All of the outstanding securities of the Company were issued in compliance with all applicable federal Federal and state securities laws.

Authorized Capital Stock. The authorized capital stock of the Company consists of 50,000,000 shares of the Common Stock and 1,000,000 shares of preferred stock (i) 30,000,000 the "PREFERRED STOCK"). The Company has authorized the creation of a series of 400,000 shares of Preferred Stock designated "Series A Convertible Preferred Stock" out of the 1,000,000 shares of authorized Preferred Stock. As of March 31, 1999 there were outstanding 14,314,731 shares of Common Stock, 1,051,100 shares of Series A Convertible Preferred Stock, warrants to purchase 7,536,514 shares of Common Stock and (ii) 5,000,000 shares of preferred stock, of which 4,250,000 shares have been designated Series B Preferred Stock. 8,894,426 options to purchase 1,956,596 shares of Common Stock are validly Stock. Since March 31, 1999, the Company has not issued and outstanding, fully paid and nonassessable with no personal liability attaching any securities other than pursuant to the ownership thereof, 3,893,604 shares of Common Stock are reserved for issuance upon exercise of outstanding options and warrants, and another 793,777 shares have been reserved for issuance rights under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall have been issued. The shareholders of record, and holders by name or by category of subscriptionsoptions, warrants, optionsor convertible securities existing prior to March 31, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are as set forth on Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securities1999. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Articles Charter, a copy of Incorporation, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except which is attached hereto as contemplated by this Agreement or set forth in the attached Schedule 2.04, (i) no Person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no EXHIBIT B. No subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire from the Company any equity securities of the Company is authorized or outstanding, (iii) outstanding and there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stockasset. Except as provided for in the Articles of Incorporation Charter or as set forth in SCHEDULE 3.4 of the attached Schedule 2.04Disclosure Schedule, the Company has no obligation (contingent or otherotherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on Schedule 2.04 and in the Series B Certificate, or as expressly contemplated by the terms of this Agreement, there are no voting trusts or agreements, shareholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company whether or not the Company is a party thereto. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws.

Authorized Capital Stock. The authorized capital stock of the Company consists of (i) is 30,000,000 shares of Common Stock Stock, $0.01 par value per share, and (ii) 5,000,000 shares of preferred stock, of which 4,250,000 $0.01 par value per share. 4,333,334 preferred shares have been designated as Series A Convertible Preferred Stock, 250,000 preferred shares have been designated as Series B Convertible Preferred Stock, 166,666 preferred shares have been designated as Series C Convertible Preferred Stock and 250,000 preferred shares have been designated as Series A Junior Preferred Stock. There are currently issued and outstanding 3,808,289 shares of Common Stock, 4,333,334 shares of Series A Preferred, 236,934 shares of Series B Preferred Stockand 100,021 shares of Series C Preferred. 8,894,426 Collectively, the preferred shares are convertible into 5,907,732 shares of Common Stock are validly Stock. The issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 outstanding shares of Common Stock are reserved for issuance upon exercise of outstanding options and warrants, and another 793,777 shares have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall have been issued. The shareholders of record, and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are as set forth on Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securities. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company have been duly authorized, validly issued and are as set forth in fully paid and nonassessable. As of the Articles of Incorporationdate hereof, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04, (i) no Person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) has outstanding options and warrants to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, (iii) there is no commitment by the Company to issue 842,588 shares and 488,419 shares, subscriptionsrespectively, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stock. Except as provided for in the Articles of Incorporation or as set forth in the attached Schedule 2.04, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on Schedule 2.04 and in the Series B Certificate, or as expressly contemplated by the terms of this Agreementpreceding sentence, there are no voting trusts other outstanding warrants, options or agreements, shareholders' agreements, pledge agreements, buy-sell agreements, other rights to acquire any shares of first refusal, preemptive rights or proxies relating to any securities capital stock of the Company whether or not Company, except for the Company is a party theretoConversion Securities issued upon conversion of the Notes, the Warrant Shares issued upon the exercise of the Warrants, the warrant (and related underlying shares of common stock) issued to Xxxxxxx Securities, Inc. issued in connection with this Bridge Financing and as disclosed in the SEC Reports. All of the outstanding above securities of the Company were issued in compliance with all applicable federal and state securities lawslaws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities.

Authorized Capital Stock. (a) The Company’s authorized capital stock of the Company consists of 10,000,000 shares of Preferred Stock, par value $.001 per share (i) 30,000,000 the “Preferred Stock”), and 100,000,000 shares of Common Stock and (ii) 5,000,000 shares of preferred stock, of which 4,250,000 shares have been designated Series B Preferred Stock. 8,894,426 Immediately prior to the Closing, 40,674,464 shares of Common Stock are validly issued and outstanding, fully paid 5,315,625 shares of Series A Cumulative Redeemable convertible Preferred Stock (the “Series A Preferred Stock”) are outstanding and nonassessable with no personal liability attaching to the ownership thereofshares of Series B Preferred Stock are outstanding. In addition, 3,893,604 there are 225,000 shares of Common Stock are reserved for issuance upon exercise of outstanding options and warrantsfor Common Stock, and another 793,777 1,047,511 additional shares have been of Common Stock reserved for issuance upon exercise of options available for grant under the 1994 Long-Term Incentive and Company’s stock option plans, 100,000 shares of Common Stock Option Plan and reserved for issuance upon exercise of outstanding warrants for Common Stock, 10,631,250 shares of Common Stock reserved for issuance upon conversion of the 1996 Directors' Series A Preferred Stock, 6,153,846 shares of Common Stock Option Planreserved for issuance upon conversion of the Series B Preferred Stock, and no Series B Shares shall have been issuedshares are held in the Company’s treasury. The shareholders stockholders of record, record and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, each are as set forth on in the attached Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securities2.6. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of the Company’s authorized capital stock of the Company are as set forth in the Articles Certificate of Incorporation, the Series A Certificate of Designations and the Series B Certificate of Designations, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04, 2.6: (i) no Person owns of record any share of, or is known to the Company to own beneficially any share of more than 5% of, the Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, outstanding and (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stockasset. Except as provided for in the Articles of Incorporation or as set forth in the attached Schedule 2.042.6, the Company has no obligation (contingent or other) to purchase, redeem repurchase, redeem, retire or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on Schedule 2.04 and in the Series B Certificateattached Schedule 2.6, no stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities of the Company or rights to purchase equity securities of the Company provides for acceleration or other changes in the vesting provisions or other terms of such securities, as expressly contemplated the result of any merger, sale of stock or assets, change in control or other similar transaction by the terms of this AgreementCompany. Except as set forth in the attached Schedule 2.6, there are no voting trusts or agreements, shareholders' stockholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or other similar rights or proxies relating to any securities of the Company Company’s securities (whether or not the Company is a party thereto), or agreements relating to the issuance, sale, redemption, transfer or other disposition of the Company’s securities. All of the outstanding securities shares of Common Stock of the Company were are duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws.

Authorized Capital Stock. The authorized capital stock of ------------------------ the Company consists of (i) 30,000,000 29,809,524 shares of Common Stock and Preferred Stock, $.01 par value (ii) 5,000,000 shares of preferred stockthe "Preferred Stock"), of which 4,250,000 6,000,000 shares have been designated Series A Convertible Preferred Stock and 23,809,524 have been designated Series B Convertible Preferred Stock. 8,894,426 , and (ii) 33,000,000 shares of Common Stock. Immediately prior to the Closing, 3,507,877 shares of Common Stock, 6,000,000 shares of Series A Convertible Preferred Stock are will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 thereof and no shares of Common Preferred Stock are reserved for issuance upon exercise of outstanding options and warrants, and another 793,777 shares have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall will have been issued. The shareholders stockholders of record, record and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are as set forth on in the attached Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securitiesIII. The designations, powers, preferences, rights, ------------ qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Articles Charter, a copy of Incorporationwhich is attached as Exhibit C, and all such designations, powers, --------- preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04III, (i) no Person person owns of record or is known ------------ to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, outstanding and (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stockasset. Except as provided for in the Articles of Incorporation Charter or as set forth in the attached Schedule 2.04III, the Company has no obligation ------------ (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. thereof Except for those certain Stock Restriction Agreements by and among the Company, the purchasers named therein and each of Dr. Xxxx Xxxxxx, Dr. Xxxxxxx Xxxxx and ARCH Development Corporation dated as set forth on Schedule 2.04 of November 7, 1994 (the "1994 Stock Restriction Agreements") and in the Series B CertificateManagement Rights Agreements, or as expressly contemplated by to the terms best of this Agreement, the Company's knowledge there are no voting trusts or agreements, shareholdersstockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company or any of its subsidiaries (whether or not the Company or any of its subsidiaries is a party thereto). All of the outstanding securities of the Company were issued in compliance with all applicable federal Federal and state securities laws.

Authorized Capital Stock. The authorized capital stock of ------------------------ the Company consists of (i) 30,000,000 57,214,764 shares of Common Stock and Preferred Stock, 101 par value (ii) 5,000,000 shares of preferred stockthe "Preferred Stock"), of which 4,250,000 6,000,000 shares have been designated Series B A Convertible Preferred Stock. 8,894,426 , 23,107,145 have been designated Series B Convertible Preferred Stock, 13,814,286 shares have been designated as Series C Convertible Preferred Stock, 960,000 shares have been designated as Series D Convertible Preferred Stock and 13,333,333 shares have been designated as Series E Convertible Preferred Stock, and (ii) 54,750,000 shares of Common Stock. Immediately prior to the Closing, 5,114,423 shares of Common Stock, 6,000,000 shares of Series A Convertible Preferred Stock, 23,107,145 shares of Series B Convertible Preferred Stock, 13,814,286 shares of Series C Convertible Preferred Stock are and 960,000 shares of Series D Convertible Preferred Stock will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 thereof and no shares of Common Series E Convertible Preferred Stock are reserved for issuance upon exercise of outstanding options and warrants, and another 793,777 shares have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall will have been issued. The shareholders stockholders of record, record and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are as set forth on in the attached Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securitiesIII. The designations, ------------ powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Articles Charter, a copy of Incorporationwhich is attached as Exhibit C, and all --------- such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04III, (i) no Person ------------ person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstandingoutstanding that has been issued by the Company, and (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stockasset. Except as provided for in the Articles of Incorporation Charter or as set forth in the attached Schedule 2.04III, the Company has no obligation (contingent or other------------ otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on in the attached Schedule 2.04 III and in except for those certain Stock Restriction Agreements by and among the Company, the purchasers named therein and each of Dr. Xxxx Xxxxxx, Dr. Xxxxxxx Xxxxx and ARCH Development Corporation dated as of November 7, 1994 (the "1994 Stock Restriction Agreements") and the Restricted Stock Agreement dated May 31, 1996 by and between the Company and Xxxxx Xxxxxxx, the Management Rights Agreements, and the Management Rights letter agreements (the "Prior Management Rights Agreements") between the Company and certain of the Series A Purchasers, the Series B CertificatePurchasers and the Series C Purchasers (as such terms are defined in Section 6.13 hereof), or as expressly contemplated by to the terms best of this Agreement, the Company's knowledge there are no voting trusts or agreements, shareholdersstockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company (whether or not the Company is a party thereto). All of the outstanding securities of the Company were issued in compliance with all applicable federal Federal and state securities laws.

Authorized Capital Stock. The authorized capital stock of the Company consists ------------------------ conforms, as of (i) 30,000,000 the dates for which such information is given, in all material respects to the statements relating thereto contained in the SEC Documents. The issued and outstanding shares of Common Stock and (ii) 5,000,000 shares of preferred stock, of which 4,250,000 shares have been designated Series B Preferred Stock. 8,894,426 shares of Common Stock are validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 shares of Common Stock are reserved for issuance upon exercise of outstanding options and warrants, and another 793,777 shares have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall have been issued. The shareholders of record, and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are as set forth on Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securities. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company have been duly authorized, validly issued and are fully paid and nonassessable; except as set forth or referred to in the Articles of IncorporationSEC Documents, and all such designationsno warrants, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04, (i) no Person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, options or other right (contingent or other) rights to purchase or otherwise acquire equity securities of the Company is authorized or outstandingpurchase, (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, agreements or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company obligations to issue, deliver or sellagreements or other rights to convert any obligation into, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stock. Except as provided for in the Articles of Incorporation or as set forth in the attached Schedule 2.04, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on Schedule 2.04 and in the Series B Certificate, or as expressly contemplated by the terms of this Agreement, there are no voting trusts or agreements, shareholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company whether have been granted or not entered into by the Company is a party theretoCompany. All of the outstanding above securities of the Company were issued in compliance with all applicable federal and state securities lawslaws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as provided in this Agreement, no holder of any security of the Company is entitled to any preemptive or similar rights to purchase any securities of the Company. The authorized capital stock of the Company consists of 50,000,000 shares of common stock, par value $0.001 per share, of which at September 30, 1999, 12,402,460 shares were issued and outstanding, and 5,000,000 shares of preferred stock par value $0.001 per share, none of which are outstanding. As of September 30, 1999, the Company has reserved a total of 275,000 shares of Company Common Stock for issuance under its 1997 Employee Stock Purchase Plan, of which, at September 30, 1999, 64,613 shares have been issued pursuant to purchases under such plan. As of September 30, 1999, the Company has reserved a total of 3,499,273 shares of Company Common Stock for issuance under its 1994 Stock Option Plan, of which, at September 30, 1999, 1,371,571 shares of Company Common Stock are duly reserved for issuance upon exercise of outstanding options. As of September 30, 1999, 33,611 shares of Company Common Stock are reserved for issuance upon exercise of other options, warrants and rights held by other parties, and a list of the holders of such options, warrants and rights is set forth on Schedule 3.9 hereto, together with the number of shares of either Company Common Stock or preferred stock issuable upon exercise of each such option, warrant or right. Set forth on Schedule 3.9 hereto, to the Company's best knowledge, is a list of each record and beneficial holder of 5% or more of the Company Common Stock as of September 30, 1999, including the name, address and number of shares of Company Common Stock held by each such holder. Except as provided or described in this Agreement or in the Schedules hereto, there are no other options, warrants, conversion privileges, convertible securities or other contractual rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of any of the Company's or any of its subsidiaries' capital stock or other securities. Except as provided in this Agreement or in the Schedules hereto, there are no preemptive or similar rights to purchase or otherwise acquire shares of capital stock of the Company or any subsidiary, whether pursuant to law, the certificates of incorporation or bylaws of the Company or any of its subsidiaries, or any agreement or instrument. The Common Shares to be purchased at the Closing shall represent approximately 7.46% of the Total Current Voting Power, based upon a total of 13,441,949 shares of Common Stock outstanding as of October 31, 1999 (such number includes the 1,000,000 shares to be purchased pursuant to Section 2 above and 39,489 shares issued under the Company's 1997 Employee Stock Purchase Plan).

Authorized Capital Stock. The authorized capital stock of ------------------------ the Company consists of (i) 30,000,000 3,721,707 shares of Common Stock and (ii) 5,000,000 shares of preferred stockPreferred Stock, of which 4,250,000 1,818,182 shares have been designated Series B Convertible Preferred Stock. 8,894,426 , no par value, and 1,903,525 shares have been designated Series A Convertible Preferred Stock, no par value, (ii) 12,474,000 shares of Class A Common Stock, no par value, and (iii) 275,000 shares of Class B Non-Voting Common Stock, no par value (the "Class B Common Stock" and, collectively with the Class A Common Stock, the "Common Stock"). Immediately prior to the Closing, 1,903,525 shares of Series A Convertible Preferred Stock, 5,778,602 shares of Class A Common Stock are and 99,290 shares of Class B Non-Voting Common Stock, will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 thereof and no shares of Common Stock are reserved for issuance upon exercise of outstanding options and warrants, and another 793,777 shares have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall Convertible Preferred Stock will have been issued. The shareholders stockholders of record, record and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are as set forth on in the attached Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securitiesIV(A). The -------------- designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Articles Charter, a copy of Incorporationwhich is attached as Exhibit C, and all such designations, powers, preferences, rights, --------- qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable lawslaws (subject, as to enforcement, to the discretion of courts in awarding equitable relief as to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally and to general principals of equity). Except as contemplated by this Agreement or set forth in the attached Schedule 2.04IV(A), (i) no Person person owns of record or is known to the -------------- Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, outstanding and (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stockasset. Except as provided for in the Articles of Incorporation Charter or as set forth in the attached Schedule 2.04IV(A), the Company has no obligation (contingent or other) -------------- to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on in Schedule 2.04 and in IV(B), the Series B Certificate, or as expressly contemplated by the terms of this Stock Restriction Agreement, and the Voting Agreement of the Company and certain of its stockholders dated as of March 15, 1996 (the "Voting Agreement"), to the best of the Company's knowledge there are no voting trusts or agreements, shareholdersstockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company or any of its subsidiaries (whether or not the Company or any of its subsidiaries is a party thereto). All of the outstanding securities of the Company were issued in compliance with all applicable federal Federal and state securities laws.

Authorized Capital Stock. The authorized capital stock of the Company consists of (i) 30,000,000 10,000,000 shares of Common Stock, and 3,000,000 shares of Preferred Stock, issuable in series, par value $.01 per share. Immediately prior to the Closing, 2,788,829 shares of Common Stock and (ii) 5,000,000 285,715 shares of preferred stock, of which 4,250,000 shares have been designated Series B A Convertible Preferred Stock. 8,894,426 shares of Common Stock are will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 thereof except for any liability that may be imposed by applicable state statutes upon shareholders for wages or similar claims. The outstanding 285,715 shares of Common Series A Convertible Preferred Stock are reserved will be exchanged for issuance upon exercise 333,333 shares of outstanding options the Series A Convertible Preferred Stock being issued to the Purchasers and warrants, and another 793,777 shares others. All such Preferred Stock will have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall have been issuedsame terms as set forth in Exhibit D hereto. The shareholders of record, record holding more than five (5%) percent of the outstanding Common Stock and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock Stock, and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are as set forth on in the attached Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securitiesIV. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class the Common Stock and series of authorized capital stock of the Company Preferred Stock are as set forth in the Articles Restated Certificate of Incorporation, a copy of which is attached as Exhibit C, and in Exhibit D and in the Amendment to the Restated Certificate of Incorporation, a copy of which is attached as Exhibit H, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04IV, (i) no Person person owns of record or is known to the Company to own beneficially any share five (5%) percent or more of the outstanding Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, outstanding and (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity securities, or debt other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stockasset. Except as provided for in the Articles Restated Certificate of Incorporation or as set forth in the attached Schedule 2.04IV, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on Schedule 2.04 and in for the Series B Certificate, or as expressly contemplated by the terms of this Stock Restriction Agreement, to the best of the Company's knowledge there are no voting trusts or agreements, shareholders' agreements, pledge agreements, buy-buy sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company or any of its subsidiaries (whether or not the Company or any of its subsidiaries is a party thereto). All of the outstanding securities of the Company were issued in compliance with all applicable federal Federal and state securities laws.

Authorized Capital Stock. The authorized capital stock of the ------------------------ Company consists of (i) 30,000,000 18,000,000 shares of Preferred Stock, $.001 par value (the "Preferred Stock"), all of which have been designated Series A Convertible Preferred Stock, and (ii) 22,000,000 shares of Common Stock. Immediately prior to the Closing, 3,320,400 shares of Series A Convertible Preferred Stock and 2,747,308 shares of Common Stock and (ii) 5,000,000 shares of preferred stock, of which 4,250,000 shares have been designated Series B Preferred Stock. 8,894,426 shares of Common Stock are will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 and 3,320,400 shares of Common Stock are reserved for issuance upon exercise conversion of outstanding options and warrantsthe Series A Preferred Stock. Immediately after giving effect to the Closing, and another 793,777 shares have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall have been issued. The shareholders stockholders of record, record and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are will be as set forth on in the attached Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securitiesIII. The ------------ designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Articles Charter, a copy of Incorporationwhich is attached as Exhibit A, and all such designations, powers, preferences, rights, --------- qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04III, (i) no Person person owns of record or is known to the Company to own ------------ beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, outstanding and (iii) except as provided by this Agreement and the Charter, there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stockasset. Except as provided for in the Articles of Incorporation or as set forth in the attached Schedule 2.04Charter, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. thereof Except as provided for in the Charter, and the agreements set forth on Schedule 2.04 and in the Series B Certificate, or as expressly contemplated by the terms of this AgreementII, there are no voting trusts or agreements, shareholders' agreements, pledge ----------- agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company whether or not any of its subsidiaries to which the Company or any of its subsidiaries or, to the Company's knowledge, any other person or entity, is a party theretoparty. All of the outstanding securities of the Company were issued in compliance with all applicable federal Federal and state securities laws.

Authorized Capital Stock. The authorized capital stock of the ------------------------ Company consists of (i) 30,000,000 18,000,000 shares of Preferred Stock, $.001 par value (the "Preferred Stock"), all of which have been designated Series A Convertible Preferred Stock, and (ii) 22,000,000 shares of Common Stock. Immediately prior to the Closing, 6,723,500 shares of Series A Convertible Preferred Stock and 2,747,308 shares of Common Stock and (ii) 5,000,000 shares of preferred stock, of which 4,250,000 shares have been designated Series B Preferred Stock. 8,894,426 shares of Common Stock are will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 and 6,723,500 shares of Common Stock are reserved for issuance upon exercise conversion of outstanding options and warrantsthe Series A Preferred Stock. Immediately after giving effect to the Closing, and another 793,777 shares have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall have been issued. The shareholders stockholders of record, record and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are will be as set forth on in the attached Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securitiesIII. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Articles Charter, a copy of Incorporationwhich is attached as Exhibit A, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04III, (i) no Person person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, outstanding and (iii) except as provided by this Agreement and the Charter, there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stockasset. Except as provided for in the Articles of Incorporation or as set forth in the attached Schedule 2.04Charter, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as provided for in the Charter, and the agreements set forth on Schedule 2.04 and in the Series B Certificate, or as expressly contemplated by the terms of this Agreement, there are no voting trusts or agreements, shareholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company whether or not the Company is a party thereto. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws.on

Authorized Capital Stock. The authorized capital stock of the Company consists of (i) 30,000,000 1,562,500 shares of Class A Convertible Preferred Stock, $.001 par value (the "Class A Preferred Stock"), (ii) 2,151,420 shares of Class B Convertible Preferred Stock, $.001 par value (the "Class B Preferred Stock"), (iii) 3,188,889 shares of Class C Convertible Preferred Stock, $.001 par value, (the "Class C Preferred Stock"), (iv) 2,045,785 shares of Class D Convertible Preferred Stock, $.001 par value, and (v) 16,000,000 shares of Common Stock and (ii) 5,000,000 shares of preferred stock, of which 4,250,000 shares have been designated Series B Preferred Stock. 8,894,426 Immediately prior to the Closing, 4,312,500 shares of Common Stock, 1,562,500 shares of Class A Preferred Stock, 2,151,420 shares of Class B Preferred Stock are and 3,188,889 shares of Class C Preferred Stock will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 thereof and no shares of Common Class D Preferred Stock are reserved for issuance upon exercise of outstanding options and warrants, and another 793,777 shares have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall will have been issued. The shareholders stockholders of record, record and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are as set forth on in the attached Schedule 2.04. Schedule 2.04 also identifies, to the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securitiesIII. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Articles Charter, a copy of Incorporationwhich is attached as Exhibit B, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04III, (i) no Person person owns of record or is known to the Company to own beneficially any share of Common Stock, Class A Preferred Stock, Class B Preferred Stock or Class C Preferred Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, and (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, securities or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stockasset. Except as provided for in the Articles of Incorporation Charter or as set forth in the attached Schedule 2.04II, the Company has no obligation (contingent or otherotherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on in Schedule 2.04 and in II, to the Series B Certificate, or as expressly contemplated by best of the terms of this Agreement, Company's knowledge there are no voting trusts or agreements, shareholdersstockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company (whether or not the Company is a party thereto). All of the outstanding securities of the Company were issued in compliance with all applicable federal Federal and state securities laws.

Authorized Capital Stock. The authorized capital stock of the Company consists of (i) 30,000,000 50,000,000 shares of Common Stock and Stock, (ii) 5,000,000 500,000 shares of preferred stock, par value $1.00 per share, of which 4,250,000 344,864 shares have been designated Series B C Convertible Preferred StockStock and 20,000 shares have been designated Series D Exchangeable Preferred Stock and (iii) 10,000,000 shares of preferred stock, no par value per share. 8,894,426 Immediately prior to the First Closing, 7,818,729 shares of Common Stock, 344,863 shares of Series C Convertible Preferred Stock are and 14,008 shares of Series D Exchangeable Preferred Stock will be validly issued and outstandingissued, fully paid and nonassessable with no personal liability attaching to the ownership thereof, 3,893,604 and no shares of Common Series E Preferred Stock are reserved for issuance upon exercise of outstanding options and warrants, and another 793,777 shares have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Shares shall have been issued. The shareholders stockholders of record, record and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities Series C Convertible Preferred Stock and Series D Exchangeable Preferred Stock of the Company, and the number of shares of Common Stock such stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, as of immediately prior to the First Closing and as of immediately after the Closing are as set forth on Schedule 2.04. Schedule 2.04 also identifies, to in the extent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securitiesattached SCHEDULE II. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Articles of IncorporationOrganization and the Certificate of Vote of Directors Establishing the Class of Series E Convertible Preferred Stock (the "SERIES E CERTIFICATE OF VOTE"), a copy of which is attached hereto as EXHIBIT G, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule 2.04, and, (i) no Person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding, outstanding and (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or asset and (iv) there are no options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the Company is a party or by which it is bound (x) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Common Stockasset. Except as provided for in the Articles of Incorporation or as set forth in Organization and the attached Schedule 2.04Series E Certificate of Vote, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth on Schedule 2.04 and in the Amended and Restated Registration Rights Agreement and the Articles of Organization and the Series B Certificate, or as expressly contemplated by the terms E Certificate of this AgreementVote, there are no voting trusts or agreements, shareholdersstockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company whether or not the Company is a party thereto. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws.